Common use of Access to Records and Properties Clause in Contracts

Access to Records and Properties. Prior to the Closing, (a) Buyer shall be entitled, and each Seller shall permit Buyer, to conduct such investigation of the condition (financial or otherwise), business, assets, properties or operations of the Companies and the Business as Buyer shall reasonably deem appropriate, and (b) each Seller shall (i) provide Buyer and its agents and representatives, including its independent accountants, internal auditors and attorneys, full and complete access to all the facilities, offices and management and supervisory personnel of the Companies, and to all of the books and records of the Companies (including work papers of any accountants), (ii) cause the Companies' officers, employees and advisors to furnish Buyer with such financial and operating data (including the data described in Section 7.2(b)) and other information with respect to the condition (financial or otherwise), business, assets, properties or operations of the Companies and the Business as Buyer shall reasonably request, and (iii) permit Buyer to make such inspections and copies thereof as Buyer may reasonably require, including without limitation, to conduct such environmental assessments and investigations of the Property and surrounding property as Buyer or its advisors and consultants may deem necessary or appropriate, and sampling and analysis of environmental media to detect the presence or confirm the absence of contamination, including any contamination which may be present in groundwater and the sources of any such contamination. In addition, Buyer shall be provided with full and complete access to the customers and suppliers of the Business and the opportunity to make, in conjunction with Sellers, cooperative calls on purchasers of Products.

Access to Records and Properties. Prior to the Closing, (a) Buyer shall be entitled, and each Seller shall permit Buyer, to conduct such investigation of the condition (financial or otherwise), business, assets, properties or operations of the Companies and the Business as Buyer shall reasonably deem appropriate, and (b) each Seller Sellers shall (i) provide Buyer Purchaser and its agents Related Persons reasonable access, upon reasonable notice and representativesduring normal business hours, including its independent accountants, internal auditors and attorneys, full and complete access to all the facilitiesFacilities, offices and management and supervisory personnel of the Companies, Sellers and to all of the books and records of Sellers, related to the Companies (including work papers Business or the Acquired Assets as reasonably requested by Purchaser if reasonably necessary to comply with the terms of this Agreement or the Ancillary Agreements or any accountants), applicable Law; (ii) cause the Companies' officers, employees and advisors to furnish Buyer Purchaser with such financial and operating data (including the data described in Section 7.2(b)) and other information with respect to the condition (financial or otherwise), businessbusinesses, assets, properties or operations of the Companies and Sellers related to the Business as Buyer Purchaser shall reasonably request, ; and (iii) permit Buyer Purchaser to make such reasonable inspections and copies thereof as Buyer Purchaser may reasonably require; provided, including without limitationhowever, that (A) any such access shall be conducted in a manner not to conduct such environmental assessments and investigations unreasonably interfere with the businesses or operations of Sellers or the Property and surrounding property as Buyer or its advisors and consultants may deem necessary or appropriate, and sampling and analysis of environmental media to detect the presence or confirm the absence of contamination, including any contamination which may be present in groundwater and the sources duties of any Employee, (B) such contamination. In additionaccess or information shall not, Buyer shall be provided with full and complete access based on advice of counsel to the customers and suppliers of the Business and the opportunity to make, in conjunction with Sellers, cooperative calls on purchasers result in the waiver of Productsany attorney-client privilege and (C) neither Purchaser nor any of its Related Persons shall conduct or cause any invasive sampling or testing with respect to the Owned Real Property or the Leased Real Property without the prior written consent of Sellers (in their sole discretion).